Wynn Starr Special Products, LLC Allendale, NJ 07401 Letter Agreement of January 2007

Xxxx Xxxxx Special Products, LLC

0 Xxxxx Xxxxx

Xxxxxxxxx, XX 00000

Letter Agreement of January 2007

January 19, 2007

Xxxxx X. Xxxxx, CEO

Xxxxxx Products Corp.

00 Xxx Xxxxxxxxx Xxxx, Xxxxx 00

Xxxxxxx, XX 00000

Xx. Xxxxx X. Xxxxxxxxx

Pharlo IP, LLC

00 Xxxxxxx Xxxxxx, Xxxxx 000

Xxxxx, XX 00000

Gentlemen:

We entered into an Exclusive Field of Use License Agreement and Product Sale Agreement dated as of September 16, 2004 (“Agreement”) with Xxxxxx Products Corp. f/k/a Xxxxxx Capital Corp., Pharlo Citrus Technologies, Inc. and Indian River Labs, LLC. Under this agreement, the undersigned was granted the exclusive license to market and distribute the Licensed Product (as defined therein) based on the Licensed Technology (as that term is defined in the aforementioned Agreement) within the United States of America (U.S.) and Canada. The Agreement was modified by amendment effective March 18, 2005 (“March 18 Amendment”), which modification expanded the Licensed Territory (as defined therein) to worldwide.

We further modified the above Agreement by letter agreement of October 4, 2006.

The parties affirm that all of the above Agreements are in full force and effect except as modified below.

Notwithstanding the above, the parties wish to and hereby revise the “Royalty Payments” as set forth in the aforesaid Agreements to the extent set forth below, and enter into the following pricing and split of sales receipts agreement as to the sale of the Licensed Products to the Poultry Industry:

Commencing January 1, 2007, as to all sales of the Xxxxxx Blue product for between * per gallon sales by Xxxxxx to all Mountaire plants, the Licensee shall receive * per gallon, upon receipt of payment by Xxxxxx. There will be no payment to Licensee for sales directly by Xxxxxx to Mountaire for any gallon price under * . As to any sale above * , the split set forth below applies whether the product is sold to Mountaire by Xxxxxx or by Licensee.

As to all sales of the Xxxxxx Blue product by Xxxx Xxxxx (Licensee) for a price between * per gallon, the Licensor (Xxxxxx) shall receive 80% of the sales receipts and the Licensee 20% of the sales receipts.

As to sales of the Xxxxxx Blue product for over * per gallon, the Licensor shall receive 75% of the sales receipts and the Licensee 25% of the sales receipts.

There will no longer be any 70-30 split as set forth in the October 4, 2006 agreement.

Licensee agrees to market as part of the Product sales the “Contract Regarding the Use of Xxxxxx Blue,” and Licensor agrees to perform according to the terms thereof. See Exhibit A attached hereto and made a part hereof.

Each gallon of Xxxxxx Blue produced by the Licensor shall have the Quality Characteristics set forth in Exhibit B attached hereto, and made a part hereof, and the Licensee shall sell the aforesaid product with those Quality Characteristics and distribute the sales receipts as set forth above.

The aforesaid pricing and sales distribution terms supersedes all prior agreements as to pricing per Unit Royalty and/or Cost Plus Royalty and Net Sales Price as set for the prior agreements and more specifically any 70-30 split.

Payment to Licensor and customer credit worthiness approval shall remain in full force and effect as set for in the prior agreements.

Incentive Program

As a further incentive to Xxxx Xxxxx, Xxxxxx agrees to issue to Xxxx Xxxxx a warrant right or warrants to purchase up to one million shares of Xxxxxx common stock with an exercise price based upon the closing price of Xxxxxx common stock on the date of this agreement

Provided that

Xxxx Xxxxx reaches a level of progressive monthly sales resulting in * in monthly annualized sales between the period from January 1, 2007 and December 31, 2007, plus the sixty (60) days extension period set forth below.

In addition

If Xxxx Xxxxx reaches a level of * in annualized monthly sales of Xxxxxx Blue or any derivative

thereof, in the time period between January 1, 2007 and December 31, 2007, plus the sixty (60) day extension period set forth below, Xxxxxx agrees to issue to Xxxx Xxxxx a warrant right or warrant rights to purchase an additional 300,000 shares of asker common stock with an exercise price based upon the closing price of Xxxxxx common stock on the date of this agreement

Notwithstanding the above, Xxxx Xxxxx shall have the right to a sixty (60) day extension to March 2, 2008 to meet the above Target Criteria and receive said warrants.

The other Target Criteria as to duration, number of plants sold and termination rights as set forth in the above agreements shall remain in full force and effect.

* Subject to a request for confidential treatment; Separately filed with the Commission.

During or at the end of the aforesaid time period and 60-day extension, the parties agree to discuss and negotiate in good faith as to future price structures and distribution of sales receipts for not only the Xxxxxx Blue product but also any derivative of same.

Very truly yours,

Xxxx Xxxxx Special Products, LLC

By:	/s/ Xxxxxx Xxxxxxx
	Xxxxxx Xxxxxxx, President

Agreed to:

Xxxxxx Products Corp.			Pharlo IP, LLC
f/k/a Xxxxxx Capital Corp.			Formerly, Indian River Labs, LLC and Pharlo Citrus Technologies, Inc.

By: /s/ Xxxxx X. Xxxxx			By: /s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxx, CEO			Xxxxx X. Xxxxxxxxx

EXHIBIT A

Xxxx Xxxxx Contract Regarding the Use of Xxxxxx Blue^®

This agreement is made on ________________ (date), between:

Xxxx Xxxxx

0 Xxxxx Xxxxx

Xxxxxxxxx, XX 00000

and

________________________________ (customer name)

________________________________ (address)

________________________________ (address)

with a copy of the original contract to be sent to:

Xxxxxx Products Corp.

00 Xxx Xxxxxxxxx Xx.

Xxxxxxx, XX 00000

Attn: Xxxxx Xxxxx

SECTION 1

Agreement

Customer agrees to purchase from Xxxx Xxxxx, Xxxxxx Blue^®Poultry Active Ingredient at a cost of * / gallon FOB Conroe, TX for a period of ________ year(s) (1 year minimum). It is the responsibility of the customer to maintain inventory of product and provide adequate notice when placing orders through Xxxx Xxxxx.

SECTION 2

Testing (Optional)

Testing may be performed in order for Xxxxxx Products to demonstrate the efficacy of Xxxxxx Blue to achieve predetermined test parameters. Upon agreement of the parameters by the three parties, Xxxx Xxxxx, Xxxxxx Products and the customer, Xxxxxx Products will proceed with Site Assessment, Equipment Specification and Installation of testing apparatus as outlined in Sections 3 and 4 of this Agreement.

Testing Parameters:

* Subject to a request for confidential treatment; Separately filed with the Commission.

Test Pricing Schedule:

Week #1:

Equipment:		Xxxxxx maintains ownership - No Charge
Personnel:
· Expenses:		At cost
· Day 1:		$ * per technician
· Day 2-7:		$ * per technician
Xxxxxx Blue^® Product:		No Charge
Xxxxxx Blue^®Freight:		Billed at cost

Week #2 and Successive Weeks (if required)

Equipment:		Xxxxxx maintains ownership - No Charge
Personnel:
· Expenses:		At cost
· Day 1-7:		$ * per technician
Xxxxxx Blue^®Product:		Billed at * price $ * per gallon
Xxxxxx Blue^®Freight:		Billed at cost